Xiamen International Port : DISCLOSEABLE TRANSACTIONS AND CONNECTED TRANSACTIONS IN RELATION TO THE PROPOSED CAPITAL INCREASE INTO A SUBSIDIARY

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

廈 門 國 際 港 務 股 份 有 限 公 司

XIAMEN INTERNATIONAL PORT CO., LTD*

(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 3378)

DISCLOSEABLE TRANSACTIONS AND CONNECTED

TRANSACTIONS IN RELATION TO THE PROPOSED CAPITAL

INCREASE INTO A SUBSIDIARY

The Board announces that on 5 August 2020 (after trading hours), Xiamen Port Development (a non-wholly owned subsidiary of the Company) has entered into the Capital Increase Agreement with Xiamen Port Holding, pursuant to which Xiamen Port Development and Xiamen Port Holding have agreed to contribute additional capital by the injection of the entire equity interest in (i) Xiamen Hailong by Xiamen Port Development; and (ii) Xiamen Haihong by Xiamen Port Holding into the Target Company, respectively. The total value of the capital injection by Xiamen Port Development and Xiamen Port Holding amounts to approximately RMB1,526,273,200, of which the value of the entire equity interest of Xiamen Hailong amounts to approximately RMB1,208,737,100 and the value of the entire equity interest of Xiamen Haihong amounts to approximately RMB317,536,100.

As at the date of this announcement, the equity interest of the Target Company is owned by Xiamen Port Development as to 51% and Xiamen Port Holding as to 49%. Upon Completion, (i) the equity interest of the Target Company will be owned by Xiamen Port Development as to 65.08% and Xiamen Port Holding as to 34.92%, and the Target Company will continue to be an indirect non-wholly owned subsidiary of the Company; (ii) Xiamen Hailong will become a direct wholly-owned subsidiary of the Target Company and continue to be an indirect subsidiary of the Company with its effective equity interest to be held by Xiamen Port Development as to 65.08% and Xiamen Port Holding as to 34.92%; and (iii) Xiamen Haihong will become a direct wholly-owned subsidiary of the Target Company and an indirect subsidiary of the Company with its effective equity interest to be held by Xiamen Port Development as to 65.08% and Xiamen Port Holding as to 34.92%.

Since (i) Xiamen Port Holding is the controlling shareholder and a connected person of the Company under the Listing Rules; (ii) the Target Company is a connected subsidiary of the Company pursuant to Rule 14A.16 of the Listing Rules; and (iii) the highest applicable Relevant Ratio in respect of the Capital Contribution Transactions is more than 5% but less

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than 25%, the Capital Contribution Transactions constitute (i) discloseable transactions of the Company and are subject to the requirements for notification and announcement under Chapter 14 of the Listing Rules; and (ii) connected transactions of the Company and are subject to the requirements for notification, announcement and approval by the Independent Shareholders at the EGM.

The EGM will be convened by the Company to consider and, if thought fit, to approve (by way of ordinary resolution(s) and voting will be by way of poll) the entering into of the Capital Increase Agreement and the Capital Contribution Transactions contemplated thereunder. Pursuant to Rule 14A.36 of the Listing Rules, Xiamen Port Holding and its associates will abstain from voting on the relevant resolution(s) at the EGM.

The Directors (including all the independent non-executive Directors) have approved the entering into of the Capital Increase Agreement and the Capital Contribution Transactions contemplated thereunder.

An Independent Board Committee, comprising all of the independent non-executive Directors, namely Mr. Liu Feng, Mr. Lin Pengjiu, Mr. You Xianghua, Mr. Jin Tao and Mr. Ji Wenyuan, has been formed by the Company to advise the Independent Shareholders in respect of the Capital Increase Agreement and the Capital Contribution Transactions contemplated thereunder. The Company has also appointed the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders on whether the Capital Increase Agreement and the Capital Contribution Transactions contemplated thereunder are fair and reasonable, and are in the interests of the Group and the Shareholders as a whole, and to advise the Independent Shareholders on how to vote.

A circular containing, amongst other things, (i) details of the Capital Increase Agreement;

1. a letter from the Independent Board Committee containing its recommendation in respect thereof; (iii) a letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders in respect thereof; and

1. a notice of the EGM, is expected to be despatched to the Shareholders on or before 31 August 2020 as additional time is required by the Company for the preparation of certain relevant information for inclusion in the circular.

Completion is subject to conditions that may or may not be fulfilled. Shareholders and potential investors are advised to exercise caution in dealing with the securities of the Company.

Principal terms and the conditions precedent of the Capital Increase Agreement are summarised below:

Date	5 August 2020
Parties	(a)	Xiamen Port Development; and
	(b)	Xiamen Port Holding.
Subject matter	Xiamen Port Development and Xiamen Port Holding have agreed
	to contribute additional capital by the injection of the entire equity

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	interest in (i) Xiamen Hailong by Xiamen Port Development; and
	(ii) Xiamen Haihong by Xiamen Port Holding into the Target
	Company, respectively, pursuant to which, in operative terms,
	Xiamen Port Development will, by way of a deemed disposal of
	34.92% effective equity interest in Xiamen Hailong to Xiamen Port
	Holding, in effect acquire from Xiamen Port Holding (i) 14.08%
	equity interest in the Target Company (i.e. the Target Equity
	Interest); and (ii) 65.08% effective equity interest in Xiamen
	Haihong.
	Upon Completion, the equity interest of the Target Company will
	be held by Xiamen Port Development as to 65.08% and Xiamen
	Port Holding as to 34.92%.
Consideration	The total value of the additional capital agreed to be contributed by
	Xiamen Port Development and Xiamen Port Holding into the
	Target Company amounts to approximately RMB1,526,273,200.
	Such total value and the equity interest in the Target Company held
	by the parties after Completion respectively was arrived at in good
	faith after arm's length negotiations with reference to the following
	factors:
	(i)	the appraised value of the Target Company's entire equity
		interest of approximately RMB1,529,890,200 as at the
		Benchmark Assessment Date appraised by the PRC
		Qualified Valuer as approved by the Xiamen SASAC, by
		adopting an asset-based approach;
	(ii)	the appraised value of Xiamen Hailong's entire equity
		interest of approximately RMB1,208,737,100 as at the
		Benchmark Assessment Date appraised by the PRC
		Qualified Valuer as approved by the Xiamen SASAC, by
		adopting an asset-based approach;
	(iii)	the appraised value of Xiamen Haihong's entire equity
		interest of approximately RMB317,536,100 as at the
		Benchmark Assessment Date appraised by the PRC
		Qualified Valuer as approved by the Xiamen SASAC, by
		adopting an asset-based approach;
	(iv)	the corresponding value of the Target Equity Interest of
		approximately RMB215,423,538 as at the Benchmark
		Assessment Date immediately upon Completion; and
	(v)	the actual financing needs for the Target Company's long-
		term business operation and development.

As part of the Capital Contribution Transactions, (i) the appraised value of the 34.92% effective equity interest in Xiamen Hailong as at the Benchmark Assessment Date deemed to be disposed of by

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Xiamen Port Development to Xiamen Port Holding amounts to approximately RMB422,079,145; and (ii) the appraised value of the 65.08% effective equity interest in Xiamen Haihong as at the Benchmark Assessment Date deemed to be acquired by Xiamen Port Development from Xiamen Port Holding amounts to approximately RMB206,655,607.

In accordance with the requirements under the Law of the PRC on the State-owned Assets of Enterprises (《中華人民共和國企業國 有資產法》), a minimum transfer price (or an equivalent monetary value) for each deemed transfer of equity interests pursuant to the Capital Increase Agreement shall be reasonably determined on the basis of the appraised values approved by the Xiamen SASAC as these transactions are regarded as transfers of State-owned Assets.

The respective capital contributions by Xiamen Port Development and Xiamen Port Holding are approximately RMB1,208,737,100 (equivalent to the appraised value of the entire equity interest of Xiamen Hailong as disclosed above) and approximately RMB317,536,100 (equivalent to the appraised value of the entire equity interest of Xiamen Haihong as disclosed above). Upon Completion, the respective additional capital contributed by Xiamen Port Development and Xiamen Port Holding will be split in the following manner:

1. out of Xiamen Port Development's capital contribution at approximately RMB1,208,737,100, RMB597,869,300 and RMB 610,867,800 will be applied to the registered capital and the capital reserve of the Target Company, respectively; and;
2. out of Xiamen Port Holding's capital contribution at approximately RMB317,536,100, RMB312,130,700 and RMB5,405,400 will be applied to the registered capital and the capital reserve of the Target Company, respectively.

In addition, any increase in or reduction of the corresponding owners' equity in the Target Company, Xiamen Hailong and Xiamen Haihong for the period between the Benchmark Assessment Date and the date on which their respective industrial and commercial registration changing procedures are completed (each "Relevant Registration Completion Date") (the "Relevant Period") shall belong to and be borne by the original shareholder(s). The parties have agreed that a special audit shall be conducted after each Relevant Registration Completion Date to ascertain any increase in or reduction of these owners' equity during the Relevant Period. In this regard, if a Relevant Registration Completion Date falls on a date which is on or before the 15th day of a calendar month, the audit benchmark date for the adjustment to the owners' equity during the Relevant Period shall

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end on the last day of the preceding month, and if a Relevant Registration Completion Date falls on a date which is on or after the 16th day of a calendar month, the audit benchmark date for the adjustment to the owners' equity during the Relevant Period shall end on the last day of that month. The parties shall within 10 working days from the issue of the last special audit report enter into a supplemental agreement in respect of any such adjustment and belonging to the owners' equity and carry out the settlements balance within 10 working days after the entering into of the said supplemental agreement in the following manner:

1. Xiamen Port Development should pay all increase in the corresponding owners' equity in the Target Company during the Relevant Period (if any) to Xiamen Port Holding, and Xiamen Port Holding shall pay all reduction in the corresponding owners' equity in the Target Company during the Relevant Period (if any) to Xiamen Port Development, such sum payable should be calculated as the amount of the increase in/reduction of the corresponding owners' equity in the Target Company during the Relevant Period, multiplied by 14.08% (being the percentage of the change of the equity interest in the Target Company before and after Completion as held by Xiamen Port Development or Xiamen Port Holding);
2. Xiamen Port Development should pay all increase in the corresponding owners' equity in Xiamen Haihong during the
   Relevant Period (if any) to Xiamen Port Holding, and Xiamen Port Holding shall pay all reduction in the corresponding owners' equity in Xiamen Haihong during the
   Relevant Period (if any) to Xiamen Port Development, such sum payable should be calculated as the amount of the increase in/reduction of the corresponding owners' equity in
   Xiamen Haihong during the Relevant Period, multiplied by 65.08% (being the percentage of the change of the effective equity interest in Xiamen Haihong before and after Completion as held by Xiamen Port Development or Xiamen Port Holding); and
3. Xiamen Port Holding should pay all increase in the corresponding owners' equity in Xiamen Hailong during the Relevant Period (if any) to Xiamen Port Development, and Xiamen Port Development shall pay all reduction in the corresponding owners' equity in Xiamen Hailong during the Relevant Period (if any) to Xiamen Port Holding, such sum payable should be calculated as the amount of the increase in/reduction of the corresponding owners' equity in Xiamen
   Hailong during the Relevant Period, multiplied by 34.92% (being the percentage of the change of the effective equity interest in Xiamen Hailong before and after Completion as

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	held by Xiamen Port Development or Xiamen Port Holding).
Completion	The parties have agreed to procure and cooperate with the Target
	Company, Xiamen Hailong and Xiamen Haihong to carry out the
	necessary industrial and commercial registration changing
	procedures as a result of the implementation of the Capital
	Contribution Transactions within 30 days from the effective date of
	the Capital Increase Agreement. The Completion Date shall fall on
	the date of completion of the industrial and commercial registration
	changing procedures of the Target Company.
Post-Completion	Xiamen Port Holding should transfer (i) the land use rights of two
arrangements	agreed land parcels of berth no. 9 at the Haicang port area (the
	"Haicang Land Parcels"); and (ii) the right of use of the coastal
	basin thereof to Xiamen Haihong within 6 months from the date of
	the entering into of the Capital Increase Agreement. Xiamen Port
	Holding shall endeavour to procure and complete such assets
	transfer registration and confirmation procedures as soon as
	practicable, whilst Xiamen Port Development should proactively
	cooperate with Xiamen Port Holding.
	In this connection, given that as at the date of this announcement
	Xiamen Port Holding does not hold the relevant housing use right
	certificates for certain building structures erected on the Haicang
	Land Parcels (the "Haicang Building Structures"), if Xiamen
	Port Holding is able to obtain, and transfer the abovementioned
	housing use right certificates to Xiamen Haihong within 6 months
	from the date of the entering into of the Capital Increase
	Agreement, Xiamen Port Development shall pay RMB2,082,115 in
	cash to Xiamen Port Holding, which is equivalent to the difference
	between the appraised values of the Haicang Building Structures
	with and without full housing use right certificates as at the
	Benchmark Assessment Date (i.e. RMB3,199,316) appraised by
	the PRC Qualified Valuer, multiplied by 65.08% (i.e. the effective
	equity interest in Xiamen Haihong to be held by Xiamen Port
	Development after Completion).
Conditions precedent	The Capital Increase Agreement shall be conditional upon the
and supplemental	satisfaction of, among other things, the following conditions:
agreement
	(i) the approval by the internal decision making body of Xiamen
	Port Holding;
	(ii) the approval by the board of directors and the shareholders of
	Xiamen Port Development at an extraordinary general
	meeting to be held by Xiamen Port Development;
	(iii) the approval by the Board and the Independent Shareholders
	at the EGM; and

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(iv) the granting of approval by or filing record with the relevant state-owned assets supervision and administration departments regarding matters in respect of the Capital Contribution Transactions, and/or the permission, approval or consent by other governmental departments with authority

	(if necessary).
	In addition, between the date of the entering into of the Capital
	Increase Agreement and the Completion Date, the parties may
	separately enter into supplemental agreement(s) in accordance with
	the actual circumstances for the need of executing the Capital
	Increase Agreement. The Company will promptly issue further
	announcement(s) as and when required pursuant to the Listing
	Rules in this regard.
Lock-up	The various equity interests deemed to be transferred pursuant to
	the Capital Increase Agreement are not subject to any lock-up
	restrictions and therefore the Group is entitled to dispose of any of
	the equity interests so acquired at any time after the Completion
	Date.

INFORMATION OF THE TARGET GROUP

The Target Company was established in the PRC in January 2002 and the Target Group is principally engaged in the loading and unloading of bulk cargos, such as coal and iron sand, storage and transportation agency for domestic cargo. The operational assets of the Target Group are primarily located at (i) berths no. 18 and no. 19 at the Dongdu port area, Xiamen; and (ii) berth no. 7 at the Haicang port area, Xiamen. As at the date of this announcement, the equity interest of the Target Company is owned by Xiamen Port Development as to 51% and Xiamen Port Holding as to 49%.

According to the audited consolidated financial statements of the Target Group which were prepared pursuant to the Chinese Enterprises Accounting Standards, (i) the net asset value of the Target Group as at 31 December 2019 amounted to approximately RMB843,743,119; and

1. the profits (both before and after taxation) of the Target Group for the two years ended 31 December 2018 and 2019 are as follows:

		For the year ended	31 For the year ended 31
		December 2018 (in RMB)	December 2019 (in RMB )
Profits	before	133,487,309	158,901,534
taxation
Profits	after	109,763,348	130,585,283
taxation

INFORMATION OF XIAMEN HAILONG

Xiamen Hailong was established in the PRC in September 2012 and is principally engaged in loading and unloading of bulk/general cargos and storage services (excluding storage and

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loading and unloading of chemical dangerous goods). As at the date of this announcement, Xiamen Hailong is a wholly-owned subsidiary of Xiamen Port Development. The operational assets of Xiamen Hailong are primarily located at berths no. 20 and no. 21 at the Haicang port area, Xiamen.

According to the audited consolidated financial statements of Xiamen Hailong which were prepared pursuant to the Chinese Enterprises Accounting Standards, (i) the net asset value of Xiamen Hailong as at 31 December 2019 amounted to approximately RMB783,205,842; and

1. the losses (both before and after taxation) of Xiamen Hailong for the two years ended 31 December 2018 and 2019 are as follows:

		For the year ended	31 For the year ended 31
		December 2018 (in RMB)	December 2019 (in RMB )
Loss	before	(102,995,064)	(80,251,184)
taxation
Loss after taxation	(100,894,176)	(77,557,897)

INFORMATION OF XIAMEN HAIHONG

Xiamen Haihong was established in the PRC in December 2006 and is principally engaged in terminal and other port facilities services, loading and unloading of petrochemical products, storage services, vessels-related port services, as well as sewage treatment and recycling. As at the date of this announcement, Xiamen Haihong is a wholly-owned subsidiary of Xiamen Port Holding. The operational assets of Xiamen Hailong are primarily located at berth no. 9 at the Haicang port area, Xiamen.

According to the audited consolidated financial statements of Xiamen Haihong which were prepared pursuant to the Chinese Enterprises Accounting Standards, (i) the net asset value of Xiamen Haihong as at 31 December 2019 amounted to approximately RMB211,293,324; and

1. the losses (both before and after taxation) of Xiamen Haihong for the two years ended 31 December 2018 and 2019 are as follows:

		For the year ended	31 For the year ended 31
		December 2018 (in RMB)	December 2019 (in RMB )
Loss	before	(5,268,302)	(4,225,862)
taxation
Loss after taxation	(3,630,036)	(2,790,777)

The original cost of the Target Equity Interest amounts to 14.08% of the aggregate capital contributions made into the Target Group by Xiamen Port Holding since the establishment of the Target Company, which was approximately RMB76,304,505.

The original cost of the Xiamen Port Development's acquisition of the 65.08% effective equity interest in Xiamen Haihong as a result of the Capital Contribution Transactions amounts to 65.08% of the aggregate capital contributions made by Xiamen Port Holding since the establishment of Xiamen Haihong, which was approximately RMB151,249,255.

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The Board is of the view that the original acquisition costs incurred by Xiamen Port Holding in respect of the Target Equity Interest and Xiamen Haihong have no relevancy to the determination of the total value of the additional capital agreed to be contributed by Xiamen Port Development and Xiamen Port Holding pursuant to the Capital Increase Agreement.

FINANCIAL EFFECT OF THE CAPITAL CONTRIBUTION TRANSACTIONS

Upon Completion, (i) the equity interest of the Target Company will be owned by Xiamen Port Development as to 65.08% and Xiamen Port Holding as to 34.92% and the Target Company will continue to be an indirect non-wholly owned subsidiary of the Company; (ii) Xiamen Hailong will become a direct wholly-owned subsidiary of the Target Company and continue to be an indirect subsidiary of the Company with its effective equity interest to be held by Xiamen Port Development as to 65.08% (which the Board has no intention to sell or dispose of as at the date of this announcement) and Xiamen Port Holding as to 34.92%; and (iii) Xiamen Haihong will become a direct wholly-owned subsidiary of the Target Company and an indirect subsidiary of the Company with its effective equity interest to be held by Xiamen Port Development as to 65.08% and Xiamen Port Holding as to 34.92%.

The Group does not expect to recognise any immediate disposal gain/loss as a result of its deemed disposal of 34.92% effective equity interest in Xiamen Hailong to Xiamen Port Holding pursuant to the Capital Increase Agreement as the value of the additional capital to be contributed into the Target Company by Xiamen Port Development (i.e. the entire equity interest in Xiamen Hailong) is higher than that to be contributed by Xiamen Port Holding (i.e. the entire equity interest in Xiamen Haihong), which will be resulting in the Group's increase in proportion of equity holding in the Target Company from 51% to 65.08% upon Completion and hence would eliminate the difference in the abovementioned additional capital contributions so that neither party thereto would record a gain nor suffer a loss in the Capital Contribution Transactions. In addition, no cash consideration will be received or receivable by Xiamen Port Development as a result of the Capital Increase Agreement.

REASONS FOR AND BENEFITS OF THE ENTERING INTO OF THE CAPITAL INCREASE AGREEMENT

The Board is of the view that the entering into of the Capital Increase Agreement and the Capital Contribution Transactions contemplated thereunder are beneficial to the Group and the Shareholders as a whole as Xiamen Port Development and Xiamen Port Holding intend to utilise the Target Company as a unified platform to integrate their respective internal bulk/general cargo terminal resources for improving overall operating efficiency and for managing their business operation in order to fully promote synergy effects internally and overall competitiveness externally. By developing Xiamen Port Development into the Group's bulk/general cargo terminal investment and operation platform, the Group is expected to further optimise its asset and business structure to enhance its overall business size and hence its level of revenue and profits by saving of management costs.

The Directors (including all the independent non-executive Directors) have approved the entering into of the Capital Increase Agreement and the Capital Contribution Transactions contemplated thereunder. They have considered the terms of the Capital Increase Agreement are on normal commercial terms, concluded in the ordinary and usual course of business of the

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Group, and fair and reasonable and in the interests of the Group and the Shareholders as a whole.

Since (i) Mr. Cai Liqun and Mr. Chen Zhaohui, each being a deputy general manager of Xiamen Port Holding; (ii) Mr. Chen Zhiping, being the chairman of Xiamen Port Holding; (iii) Mr. Fu Chengjing, being a deputy general manager and the chief accountant of Xiamen Port Holding; (iv) Mr. Huang Zirong, being the chief engineer of Xiamen Port Holding, and (v) Ms. Bai Xueqing, being a deputy general manager of Xiamen Port Holding, are considered to have a material interest in the Capital Increase Agreement, each of them is required to abstain, and has abstained, from voting on the resolutions passed by the Board for approving the Capital Increase Agreement and the Capital Contribution Transactions thereunder as required under the Listing Rules and the applicable rules and regulations.

LISTING RULES IMPLICATIONS

Since (i) Xiamen Port Holding is the controlling shareholder and a connected person of the Company under the Listing Rules; (ii) the Target Company is a connected subsidiary of the Company pursuant to Rule 14A.16 of the Listing Rules; and (iii) the highest applicable Relevant Ratio in respect of the Capital Contribution Transactions is more than 5% but less than 25%, the Capital Contribution Transactions constitute (i) discloseable transactions of the Company and are subject to the requirements for notification and announcement under Chapter 14 of the Listing Rules; and (ii) connected transactions of the Company and are subject to the requirements for notification, announcement and approval by the Independent Shareholders at the EGM.

GENERAL

The Group is the largest port terminal operator in Xiamen, the PRC, and is also the only group providing full-scale port integrated logistics services in Xiamen. The Group is principally engaged in, inter alia, (i) container loading and unloading and storage for international and domestic trade; (ii) bulk/general cargo loading and unloading and storage for international and domestic trade; and (iii) port integrated logistics services, which mainly include shipping agency, tallying, tugboat-assisted berthing and unberthing and port-related logistics in Xiamen.

Xiamen Port Development is principally engaged in the provision of the loading/unloading and storage of bulk/general cargo, port integrated logistics services (including shipping agency, tugboat services, transportation services, tallying services and other ancillary extended services), trading services of commodities, as well as the sale of building materials in Xiamen.

Xiamen Port Holding is the controlling shareholder of the Company. It is principally engaged in, inter alia, (i) management and operation of certain state-owned assets; (ii) investment in different areas such as port, terminal, logistics, information, real estate, hotel, property, tourism and trading; (iii) providing financing; (iv) investment in financial institutions; (v) port development; (vi) environmental consultancy services in respect of sea pollution; (vii) information products development; and (viii) providing other port-related services. To the best of the Board's knowledge, information and belief, having made all reasonable enquiries, the ultimate beneficial owner of Xiamen Port Holding is Xiamen SASAC, which is the authority for supervision and administration of state-owned assets in Xiamen.

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An Independent Board Committee, comprising all of the independent non-executive Directors, namely Mr. Liu Feng, Mr. Lin Pengjiu, Mr. You Xianghua, Mr. Jin Tao and Mr. Ji Wenyuan, has been formed by the Company to advise the Independent Shareholders in respect of the Capital Increase Agreement and the Capital Contribution Transactions contemplated thereunder. The Company has also appointed First Shanghai as the independent financial adviser so as to advise the Independent Board Committee and the Independent Shareholders on whether the Capital Increase Agreement and the Capital Contribution Transactions contemplated thereunder are fair and reasonable and are in the interests of the Group and the Shareholders as a whole, and to advise the Independent Shareholders on how to vote.

The EGM will be convened by the Company to consider and, if thought fit, to approve (by way of ordinary resolution(s) and voting will be by way of poll) the entering into of the Capital Increase Agreement and the Capital Contribution Transactions contemplated thereunder. Pursuant to Rule 14A.36 of the Listing Rules, Xiamen Port Holding and its close associates will abstain from voting on the relevant resolution(s) at the EGM.

A circular containing, amongst other things, (i) details of the Capital Increase Agreement; (ii) a letter from the Independent Board Committee containing its recommendation in respect thereof;

1. a letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders in respect thereof; and (iv) a notice of the EGM, is expected to be despatched to the Shareholders on or before 31 August 2020 as additional time is required by the Company for the preparation of certain relevant information for inclusion in the circular.

Completion is subject to conditions that may or may not be fulfilled. Shareholders and potential investors are advised to exercise caution in dealing with the securities of the Company.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:

"associates"	has the meaning ascribed thereto under the Listing Rules;
"Benchmark	31 December 2019;
Assessment Date"
"Board"		the board of Directors of the Company;
"Capital	Contribution	the transactions contemplated under the Capital Increase Agreement
Transactions"	to implement the contribution of additional capital into the Target
		Company by Xiamen Port Development and Xiamen Port Holding;
"Capital	Increase	the capital increase agreement dated 5 August 2020 entered into
Agreement"	between Xiamen Port Development and Xiamen Port Holding in
		respect of their contribution of additional capital into the Target
		Company;

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"Company"	Xiamen International Port Co., Ltd* (廈門國際港務股份有限公
	司), a joint stock limited company incorporated in the PRC, the H
	Shares of which are listed on the Stock Exchange;
"Completion"	Completion of the Capital Contribution Transactions;
"Completion Date"	the date of completion of the industrial and commercial registration
	changing procedures of the Target Company;
"connected person"	has the meaning ascribed thereto under the Listing Rules;
"connected subsidiary"	has the meaning ascribed thereto under the Listing Rules;
"controlling	has the meaning ascribed thereto under the Listing Rules;
shareholder"
"Director(s)"	the director(s) of the Company;
"EGM"	an extraordinary general meeting of the Company to be convened to
	consider and, if thought fit, among other matters, approve the
	entering into of the Capital Increase Agreement and the Capital
	Contribution Transactions contemplated thereunder;
"Group"	the Company and its subsidiaries;
"H Shares"	foreign invested shares of nominal value in RMB1.00 each in the
	share capital of the Company, which are listed on the Stock
	Exchange and denominated in HK dollars;
"HK$" or "HK dollars"	Hong Kong dollar, the lawful currency of Hong Kong;
"Hong Kong"	The Hong Kong Special Administrative Region of the PRC;
"Independent Board	the independent committee of the Board comprising all of the
Committee"	independent non-executive Directors established to advise the
	Independent Shareholders in respect of the Capital Increase
	Agreement and the Capital Contribution Transactions contemplated
	thereunder;
"Independent Financial	First Shanghai Capital Limited, a licensed corporation to carry out
Adviser" or "First	Type 6 (advising on corporate finance) regulated activity under the
Shanghai"	SFO appointed by the Company to advise the Independent Board
	Committee and the Independent Shareholders in respect of the
	Capital Increase Agreement and the Capital Contribution
	Transactions contemplated thereunder;
"Independent	Shareholders (other than Xiamen Port Holding and its associates)
Shareholders"	who are not interested or involved in the Capital Increase
	Agreement and the Capital Contribution Transactions contemplated
	thereunder;

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"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange;
"PRC"	the People's Republic of China which, for the purpose of this
	announcement, excludes Hong Kong, Macau and Taiwan;
"PRC Qualified	Fujian United Assets Evaluation & Land and Real Estate Appraisal
Valuer"	Co., Ltd.* (福建聯合中和資產評估土地房地產估價有限公司),
	which is qualified to undertake asset appraisals in the PRC;
"Relevant Ratios"	the five ratios as set out in Rule 14.07 of the Listing Rules;
"RMB"	Renminbi, the lawful currency of the PRC;
"SFO"	Securities and Futures Ordinance (Chapter 571 of the Laws of Hong
	Kong);
"Share(s)"	shares of nominal value RMB1.00 each in the share capital of the
	Company;
"Shareholder(s) "	holder(s) of the Shares;
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"Target Company"	Xiamen Port Group Shihushan Terminal Co., Ltd* (廈門港務集團
	石湖山碼頭有限公司), a limited liability company established in
	the PRC;
"Target Equity	the 14.08% equity interest in the Target Company deemed to be
Interest"	acquired by Xiamen Port Development from Xiamen Port Holding
	as a result of the Capital Contribution Transactions;
"Target Group"	the Target Company and its subsidiaries;
"Xiamen Haihong"	Xiamen Haihong Petrochemical Terminal Co., Ltd* (廈門海鴻石化
	碼頭有限公司), a limited liability company established in the PRC
	and a wholly-owned subsidiary of Xiamen Port Holding as at the
	date of this announcement;
"Xiamen Hailong"	Xiamen Hailong Terminal Co., Ltd* (廈門海隆碼頭有限公司), a
	limited liability company established in the PRC and a wholly-
	owned subsidiary of Xiamen Port Development as at the date of this
	announcement;

"Xiamen Port Development"

Xiamen Port Development Co., Ltd* (廈門港務發展股份有限公 司), a joint stock limited company established in PRC which is a non-wholly owned subsidiary of the Company, whose A shares are listed on the Shenzhen Stock Exchange since April 1999 and is held as to approximately 61.89% by the Company as at the date of this

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announcement;

"Xiamen Port Holding" Xiamen Port Holding Group Co., Ltd. * (廈門港務控股集團有限公 司), a wholly state-owned company established in the PRC and the controlling shareholder of the Company holding approximately 68.32% equity interest in the Company as at the date of this announcement;

"Xiamen SASAC" the State-owned Assets Supervision and Administration Commission of Xiamen Municipal People's Government * (廈門市

人民政府國有資產監督管理委員會); and

''%''

per cent.

By order of the Board

Xiamen International Port Co., Ltd

Cai Changzhen

Company Secretary

Xiamen, the PRC, 5 August 2020

As at the date of this announcement, the executive directors of the Company are Mr. Cai Liqun, Mr. Chen Zhaohui, Mr. Lin Fuguang and Mr. Chen Zhen; the non-executive directors of the Company are Mr. Chen Zhiping, Mr. Fu Chengjing, Mr. Huang Zirong and Ms. Bai Xueqing; and the independent non-executive directors of the Company are Mr. Liu Feng, Mr. Lin Pengjiu, Mr. You Xianghua, Mr. Jin Tao and Mr. Ji Wenyuan.

• For identification purposes only

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